Legal

Partner Program Agreement

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.

By "you," “your” or similar references, we mean the legal entity enrolling in the Program.

A. Participation

Your participation in the program is subject to your submitting a completed application and upon review and acceptance of your application by us, the Company. Before we accept an application, we may reach out to you for clarifications.

Currently, we host the Portal at https://io.hfcl.com. You must submit the application through the Portal to join the program. Upon acceptance, you will receive your account credentials via email.

If we do not let you know that you are accepted within ten (10) days from your application, your application is considered to be rejected. If you are accepted, then upon notification of our acceptance, the terms and conditions of this Agreement shall apply in full force and effect until terminated.

We periodically update these terms and conditions and you can find the most recent version here on our website/Portal.

B. The Program Guide

The program brochure on the Portal (the “Program Guide”) describes various levels of the program. Please read it carefully, as it describes the rewards corresponding the performance criteria at each participation level of the program. Resellers join the program at the basic level. You may advance to higher levels by achieving and maintaining the criteria for the higher level.

We may change the Program Guide, related program requirements (including but not limited to our advertising policy or privacy policy) from time to time, including the levels, performance criteria and benefits. You are responsible for regularly checking the Portal, and your continuing participation in the Program shall be deemed to be your acceptance of such changes as of the effective date of the modifications.

C. IO Networks Products and Services

The program applies only to the marketing, sale and support by you of IO Networks’ products and services purchased by you from our authorized distributors (collectively "Products") and resold by you directly to end-customers.

End-customers are purchasers of Products for their own use and not for resale. We can provide you with a list of our authorized distributors, at your request.

D. No Fees

No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement and their respective products and services.

E. Your Duties and Restrictions

• Access to the Portal
  You may use the materials and the information you access through the Portal only for the purpose of sale, marketing or support of Products. You may provide such materials or information to current or prospective end-customers only when explicitly permitted on the Portal or with our specific written permission through any medium, including video email. You shall not use such material or information for any other purpose whatsoever
• Trademarks; Non-Disparagement
  You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos in connection with the program
  During the term of this Agreement, you may use our trademark (only) solely to market and promote the sale of Products (in compliance with our advertising policy) as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you (strictly in accordance with our brand guidelines), (ii) ensure any use of the trademark by you must identify our ownership of the trademark, (iii) only use our trademark in connection with this Agreement
  You must not: (i) use our trademark in a misleading way, (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products, or (iii) use our trademark in violation of applicable law, (iv) challenge the validity or ownership of our trademarks, (v) attempt to register any trademark, or any word, combination of words, logo or other design similar to our trademark, (vi) use our trademark in combination with any third party products or services, (vii) incorporate our trademark into your trademarks, service marks, product names, company names, domain names, or any other similar designations
• Requirements for Reselling
  You must exert reasonable efforts to market and sell Products, including any applicable support services for any sale of hardware or software Products. We may ask you to provide reasonable evidence of these efforts. You will only procure Products for resale from our authorized distributors and sell those Products to end-customers in the region specified by the authorized distributor. You will provide point-of-sale information as may be reasonably requested by such authorized distributor and agree that the authorized distributor may provide that information to us for our internal business purposes. You will market and promote your sale of Products in accordance with our advertising policy, which will be made available on the Portal. You will not make, nor appear to make, any representations or warranties on our behalf
• Support
  An end-customer may receive the benefit of support services only to the extent that such services have been purchased for that specific end-customer. For example, you may not distribute any fixes, updates, or other enhancements to Product software unless the applicable end-customer and Product is under an active support services Product offering. For end-customers that have purchased support services, Product offering whereby you are required to provide support services (we generally refer to this as “reseller support”), you must adequately provide such support services to those end-customers, including prompt and responsive first and second level support, as defined in the applicable support services Product offering description

F. Audit Rights

We may ask you to assist us in determining your compliance with this Agreement and you will help us in this effort by allowing us to review your access logs, records, etc.

G. Term and Termination

This Agreement will apply for so long as you participate in the program, beginning on the date we notify you of your account activation. Both of us may terminate this Agreement on thirty (30) days advance written notice to the other party. We may suspend or terminate this Agreement immediately upon breach of this Agreement by you or if we find that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers. Upon termination, any certification or schemes granted/applicable shall be immediately terminated and you will immediately discontinue all use of our trademark, and will remove all our information, trademarks, references from your website and other collateral.

 

H. Compliance with Laws

You understand that the Products sold under these terms and the transactions contemplated by these terms may be subject to various applicable laws including export control laws or regulation. You shall comply with all such applicable laws and regulations.

I. Confidentiality

You must not disclose to any third party any information furnished by us that is designated as confidential or which you reasonably should know is confidential given the circumstances surrounding disclosure. You may only use this information internally for the purposes of promoting, selling, and supporting the Products. Any other use or disclosure requires our prior written consent (which may be by email). The terms of any non-disclosure agreement between you and us, regardless of whether entered into prior or subsequently to your account activation, are not effected by your participation in the program and both parties shall comply with the confidentiality terms of such separate non-disclosure agreement (if any).

J. Limitation of Liability

YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN THE PROGRAM IS STRICTLY VOLUNTARY. WE SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, RELIANCE, EXEMPLARY, INCIDENTAL, OR INDIRECT LOSS OR DAMAGES ARISING FROM, OUT OF, OR RELATING TO THE PROGRAM, THESE TERMS OR THE INTERPRETATION, BREACH, TERMINATION OR VALIDITY THEREOF.
YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOU ARE NOT PURCHASING PRODUCTS FROM US UNDER THIS AGREEMENT. THEREFORE, WE ARE NOT LIABLE TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDING PRODUCTS, INCLUDING FOR WARRANTY, PRODUCT LIABILITY OR INTELLECTUAL PROPERTY INFRINGEMENT RELATED TO YOUR MARKETING, SALE OR USE OF PRODUCTS. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY LOSS OF BUSINESS, INCOME OR PROFITS.
THE TERMS OF THIS SECTION DO NOT APPLY TO YOUR OBLIGATIONS REGARDING THE TRADEMARKS, CONFIDENTIALITY, INDEMNITY AND COMPLIANCE WITH LAWS.

K. Warranty Disclaimer

YOU WILL NOT, AND WILL TAKE MEASURES NECESSARY TO ENSURE THAT YOUR EMPLOYEES DO NOT, MAKE OR PASS THROUGH ANY WARRANTY ON BEHALF OF US OR OUR SUPPLIERS OR AFFILIATE. WE MAKE NO WARRANTIES AND SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY, RIGHT OR REMEDY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. YOU UNDERSTAND THAT THE PROGRAM DOES NOT GUARANTEE THAT YOU WILL MAKE ANY SALES OR PROFITS. ALL OUR INFORMATION IS PROVIDED "AS IS". YOU ARE SOLELY RESPONSIBLE FOR ANY CLAIMS, WARRANTIES OR REPRESENTATIONS MADE BY YOU, YOUR AGENTS, OR THIRD PARTIES.

L. Representations and Warranties

Partner represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the performance of its obligations hereunder does not and will not conflict with or result in a breach of any other agreement to which it is a party.

M. Indemnity

To the fullest extent permitted by law, you shall indemnify, defend, and hold harmless the Company, and its affiliates, employees, directors and respective successors and assigns from any claim, loss, fine, penalty, demand, cause of action, debt, damages, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from any violation of this Agreement by you.

N. Governing Law & Jurisdiction

The parties agree that all questions pertaining to the validity and interpretation of these terms shall be determined in accordance with the laws of India. Courts at New Delhi, India will exercise exclusive jurisdiction over all disputes arising out of or in connection with this Agreement.

O. Miscellaneous

• Independent Contractors: Both parties are independent contractors and shall have no authority to bind the other. In no event shall you be deemed an agent or representative of the Company and you shall not disguise yourself as one. You have no authority to make any commitment or agreement on our behalf
• Assignment, Subcontracting: You may not assign, subcontract or transfer, by operation of law or otherwise, this Agreement to any third party without our prior written consent, and any attempt to do so shall be void and of no effect
• Amendment: We may update or change any part of this Agreement and the updated Agreement will become binding from the next business day after it is posted. We encourage you to review this Agreement periodically
• Electronic Acceptance: By electronically clicking "I accept" or other similar language, you acknowledge and agree that you have read and accepted this Agreement